0001670541FALSE00016705412024-05-032024-05-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 3, 2024

ADIENT PLC

(Exact name of registrant as specified in its charter)

Ireland			001-37757			98-1328821
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification Number)

3 Dublin Landings, North Wall Quay Dublin 1, Ireland D01 H104
(Address of principal executive offices)

Registrant’s telephone number, including area code: 734-254-5000

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Trading symbol(s)

Name of exchange on which registered

Ordinary Shares, par value $0.001

ADNT

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17     CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operations and Financial Condition.

On May 3, 2024, Adient plc (the “Company”) issued a news release announcing its financial results for the second quarter ended March 31, 2024. The news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX
Exhibit No.						Exhibit Description
99.1						Adient plc News Release dated May 3, 2024
104						Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ADIENT PLC
Date: May 3, 2024			By:			/s/ Heather M. Tiltmann
			Name:			Heather M. Tiltmann
			Title:			Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary

Exhibit 99.1

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Appendix

Page 1

Adient plc

Condensed Consolidated Statements of Income (Loss)

(Unaudited)

						Three Months Ended March 31,
(in millions, except per share data)						2024						2023
Net sales						$	3,750					$	3,912
Cost of sales						3,520						3,662
Gross profit						230						250
Selling, general and administrative expenses						115						141
Restructuring and impairment costs						125						17
Equity income						18						4
Earnings before interest and income taxes						8						96
Net financing charges						47						59
Other pension expense						2						2
Income (loss) before income taxes						(41)						35
Income tax expense (benefit)						8						25
Net income (loss)						(49)						10
Income (loss) attributable to noncontrolling interests						21						25
Net income (loss) attributable to Adient						$	(70)					$	(15)
Diluted earnings (loss) per share						$	(0.77)					$	(0.16)
Shares outstanding at period end						89.8						94.7
Diluted weighted average shares						90.5						95.3

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Appendix

Page 2

Adient plc

Condensed Consolidated Statements of Financial Position

(Unaudited)

						March 31,						September 30,
(in millions)						2024						2023
Assets
Cash and cash equivalents						$	905					$	1,110
Accounts receivable - net						1,896						1,874
Inventories						791						841
Other current assets						533						491
Current assets						4,125						4,316
Property, plant and equipment - net						1,371						1,382
Goodwill						2,099						2,094
Other intangible assets - net						382						408
Investments in partially-owned affiliates						330						303
Assets held for sale						8						7
Other noncurrent assets						963						914
Total assets						$	9,278					$	9,424
Liabilities and Shareholders' Equity
Short-term debt						$	134					$	134
Accounts payable and accrued expenses						2,856						2,926
Other current liabilities						668						678
Current liabilities						3,658						3,738
Long-term debt						2,401						2,401
Other noncurrent liabilities						759						682
Redeemable noncontrolling interests						58						57
Shareholders' equity attributable to Adient						2,075						2,228
Noncontrolling interests						327						318
Total liabilities and shareholders' equity						$	9,278					$	9,424

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Appendix

Page 3

Adient plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

						Three Months Ended March 31,
(in millions)						2024						2023
Operating Activities
Net income (loss) attributable to Adient						$	(70)					$	(15)
Income attributable to noncontrolling interests						21						25
Net income (loss)						(49)						10
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
Depreciation						70						71
Amortization of intangibles						12						13
Pension and postretirement benefit expense (benefit)						3						4
Pension and postretirement contributions, net						(6)						(6)
Equity in earnings of partially-owned affiliates, net of dividends received						(14)						(10)
Impairment of interests in nonconsolidated partially-owned affiliates						—						7
Premium paid on repurchase of debt						—						7
Deferred income taxes						(1)						(3)
Equity-based compensation						10						10
Other						2						5
Changes in assets and liabilities:
Receivables						(267)						(265)
Inventories						27						59
Other assets						22						(24)
Accounts payable and accrued liabilities						292						249
Accrued income taxes						(20)						(1)
Cash provided (used) by operating activities						81						126
Investing Activities
Capital expenditures						(69)						(56)
Business acquisitions						—						(5)
Cash provided (used) by investing activities						(69)						(61)
Financing Activities
Increase (decrease) in short-term debt						(7)						(2)
Increase (decrease) in long-term debt						—						1,000
Repayment of long-term debt						(1)						(1,102)
Debt financing costs						(5)						(16)
Share repurchases						(50)						(28)
Dividends paid to noncontrolling interests						(3)						(2)
Share based compensation and other						—						1
Cash provided (used) by financing activities						(66)						(149)
Effect of exchange rate changes on cash and cash equivalents						(31)						9
Increase (decrease) in cash and cash equivalents						$	(85)					$	(75)

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Appendix

Page 4

Footnotes

1. Segment Results

Adient manages its business on a geographic basis and operates in the following three reportable segments for financial reporting purposes: 1) Americas, which is inclusive of North America and South America; 2) Europe, the Middle East and Africa ("EMEA") and 3) Asia Pacific/China ("Asia").

Adient evaluates the performance of its reportable segments using an adjusted EBITDA metric defined as income before income taxes and noncontrolling interests, excluding net financing charges, restructuring and impairment costs, restructuring related-costs, net mark-to-market adjustments on pension and postretirement plans, transaction gains/losses, purchase accounting amortization, depreciation, stock-based compensation and other non-recurring items. Also, certain corporate-related costs are not allocated to the segments. The reportable segments are consistent with how management views the markets served by Adient and reflect the financial information that is reviewed by its chief operating decision maker.

Financial information relating to Adient's reportable segments is as follows:

(in millions)						Three months ended March 31, 2024
						Americas						EMEA						Asia						Corporate/Eliminations						Consolidated
Net sales						$	1,660					$	1,370					$	742					$	(22)					$	3,750
Adjusted EBITDA						$	80					$	57					$	112					$	(22)					$	227
Adjusted EBITDA margin						4.8		%				4.2		%				15.1		%				N/A						6.1		%
						Three months ended March 31, 2023
						Americas						EMEA						Asia						Corporate/Eliminations						Consolidated
Net sales						$	1,761					$	1,401					$	774					$	(24)					$	3,912
Adjusted EBITDA						$	72					$	53					$	113					$	(23)					$	215
Adjusted EBITDA margin						4.1		%				3.8		%				14.6		%				N/A						5.5		%

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Appendix

Page 5

The following is a reconciliation of Adient's reportable segments' adjusted EBITDA to income before income taxes:

						Three Months Ended March 31,
(in millions)						2024						2023
Adjusted EBITDA
Americas						$	80					$	72
EMEA						57						53
Asia						112						113
Subtotal						249						238
Corporate-related costs (1)						(22)						(23)
Restructuring and impairment costs (2)						(125)						(17)
Purchase accounting amortization (3)						(13)						(14)
Restructuring related activities (4)						(2)						—
Impairment of interests in nonconsolidated partially-owned affiliates (6)						—						(7)
Equity based compensation						(10)						(10)
Depreciation						(70)						(71)
Other items (5)						1						—
Earnings before interest and income taxes						$	8					$	96
Net financing charges						(47)						(59)
Other pension income (expense)						(2)						(2)
Income (loss) before income taxes						$	(41)					$	35

Refer to the Footnote Addendum for footnote explanations.

2. Earnings Per Share

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share:

						Three Months Ended March 31,
(in millions, except per share data)						2024						2023
Income available to shareholders
Net income (loss) attributable to Adient						$	(70)					$	(15)
Weighted average shares outstanding
Basic weighted average shares outstanding						90.5						95.3
Effect of dilutive securities:
Unvested restricted stock and unvested performance share awards						—						—
Diluted weighted average shares outstanding						90.5						95.3
Earnings (loss) per share:
Basic						$	(0.77)					$	(0.16)
Diluted						$	(0.77)					$	(0.16)

Potentially dilutive securities whose effect would have been antidilutive are excluded from the computation of diluted earnings (loss) per share, which for the three months ended March 31, 2024 and 2023 is a result of being in a loss position.

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Appendix

Page 6

3. Non-GAAP Measures

Adjusted EBIT, Adjusted EBIT margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income attributable to Adient, Adjusted effective tax rate, Adjusted earnings per share, Adjusted equity income, Adjusted interest expense, Free cash flow, Net debt, and Net leverage ratio as well as other measures presented on an adjusted basis are not recognized terms under U.S. GAAP and do not purport to be alternatives to the most comparable U.S. GAAP amounts. Since all companies do not use identical calculations, our definition and presentation of these measures may not be comparable to similarly titled measures reported by other companies. Management uses the identified non-GAAP measures to evaluate the operating performance of the Company and its business segments and to forecast future periods. Management believes these non-GAAP measures assist investors and other interested parties in evaluating Adient's on-going operations and provide important supplemental information to management and investors regarding financial and business trends relating to Adient's financial condition and results of operations. Investors should not consider these non-GAAP measures as alternatives to the related GAAP measures. Reconciliations of non-GAAP measures to their closest U.S. GAAP equivalent are presented in the corresponding tables that follow the definitions below. Reconciliations of non-GAAP measures related to guidance for any future period have not been provided due to the unreasonable efforts it would take to provide such reconciliations.

Table

(a)			Adjusted EBIT is defined as income (loss) before income taxes and noncontrolling interests excluding net financing charges, restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, other significant non-recurring items, and net mark-to-market adjustments on pension and postretirement plans. Adjusted EBIT margin is adjusted EBIT as a percentage of net sales.
(b)			Adjusted EBITDA is defined as adjusted EBIT excluding depreciation and equity based compensation. Certain corporate-related costs are not allocated to the business segments in determining Adjusted EBITDA. Adjusted EBITDA margin is adjusted EBITDA as a percentage of net sales.
(c)			Adjusted net income attributable to Adient is defined as net income (loss) attributable to Adient excluding restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, expenses associated with becoming an independent company, other significant non-recurring items, net mark-to-market adjustments on pension and postretirement plans, the tax impact of these items and other discrete tax charges/benefits.
(d)			Adjusted income tax expense is defined as income tax expense (benefit) adjusted for the tax effect of the adjustments to income (loss) before income taxes and other discrete tax changes/benefits. Adjusted effective tax rate is defined as adjusted income tax provision as a percentage of adjusted income (loss) before income taxes.
(e)			Adjusted diluted earnings per share is defined as adjusted net income attributable to Adient divided by diluted weighted average shares.
(f)			Adjusted equity income is defined as equity income excluding amortization of Adient's intangible assets related to its non-consolidated joint ventures and other unusual or non-recurring items impacting equity income.
(g)			Adjusted interest expense is defined as net financing charges excluding unusual or one-time items impacting interest expense.
(h)			Free cash flow is defined as cash provided by operating activities less capital expenditures.
(i)			Net debt is calculated as total debt (short-term and long-term) less cash and cash equivalents.
(j)			Net leverage ratio is calculated as net debt divided by adjusted EBITDA for the last four quarters.

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Appendix

Page 7

Reconciliations of non-GAAP measures to their closest US GAAP equivalent:

(a) & (b) Adjusted EBIT and Adjusted EBITDA

The following table reconciles net income (loss) to EBIT, adjusted EBIT and adjusted EBITDA:

						Three Months Ended March 31,
(in millions)						2024						2023
Net income (loss)						$	(49)					$	10
Net financing charges						47						59
Other pension expense						2						2
Income tax expense (benefit)						8						25
Earnings before interest and income taxes (EBIT)						$	8					$	96
EBIT adjustments:
Restructuring charges (2)						125						17
Purchase accounting amortization (3)						13						14
Restructuring related activities (4)						2						—
Impairment of interests in nonconsolidated partially-owned affiliates (6)						—						7
Transaction costs						—						1
Brazil indirect tax recoveries						(1)						(1)
EBIT adjustments total						139						38
Adjusted EBIT						$	147					$	134
EBITDA adjustments:
Depreciation						70						71
Equity based compensation						10						10
Adjusted EBITDA						$	227					$	215
Net sales						$	3,750					$	3,912
Net income (loss) as % of net sales						(1.3)		%				0.3		%
EBIT as % of net sales						0.2		%				2.5		%
Adjusted EBIT as % of net sales						3.9		%				3.4		%
Adjusted EBITDA as % of net sales						6.1		%				5.5		%

Refer to the Footnote Addendum for footnote explanations.

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Appendix

Page 8

(c) Adjusted net income attributable to Adient

The following table reconciles net income (loss) attributable to Adient to adjusted net income attributable to Adient:

						Three Months Ended March 31,
(in millions)						2024						2023
Net income (loss) attributable to Adient						$	(70)					$	(15)
Net income adjustments:
EBIT adjustments total - see table (a) & (b)						139						38
Tax impact of EBIT adjustments and other tax items - see table (d)						(20)						(2)
Fees paid on Term Loan B modifications						1						—
Premium paid on repurchase of debt						—						7
Write off of deferred financing costs upon repurchase of debt						—						4
Impact of adjustments on noncontrolling interests (7)						(1)						(1)
Net income adjustments total						119						46
Adjusted net income attributable to Adient						$	49					$	31

Refer to the Footnote Addendum for footnote explanations.

(d) Adjusted income tax expense and effective tax rate

The following table reconciles income (loss) before income taxes to adjusted income before income taxes, reconciles income tax expense (benefit) to adjusted income tax expense (benefit) and presents the related effective tax rate and adjusted effective tax rate:

						Three months ended March 31,
						2024																		2023
(in millions, except effective tax rate)						Income (loss) before income taxes						Income tax expense (benefit)						Effective tax rate						Income (loss) before income taxes						Income tax expense (benefit)						Effective tax rate
As reported						$	(41)					$	8					(19.5)		%				$	35					$	25					71.4		%
Adjustments
EBIT adjustments - see table (a) & (b)						139						3						2.2		%				38						1						2.6		%
Tax audit closures and statute expirations						—						14						nm						—						1						nm
Net financing charges						1						—						—		%				11						—						—		%
FX remeasurements of tax balances						—						3						nm						—						2						nm
Other						—						—						nm						—						(2)						nm
Subtotal of adjustments						140						20						14.3		%				49						2						4.1		%
As adjusted						$	99					$	28					28.3		%				$	84					$	27					32.1		%

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Appendix

Page 9

(e) Adjusted diluted earnings per share

The following table shows the calculation of diluted earnings per share on an adjusted basis:

						Three Months Ended March 31,
(in millions, except per share data)						2024						2023
Numerator:
Adjusted net income attributable to Adient - see table (c)						$	49					$	31
Denominator:
Basic weighted average shares outstanding						90.5						95.3
Effect of dilutive securities:
Unvested restricted stock and unvested performance share awards						0.7						0.8
Diluted weighted average shares outstanding						91.2						96.1
Adjusted diluted earnings per share						$	0.54					$	0.32

The following table reconciles diluted earnings (loss) per share as reported to adjusted diluted earnings per share (see table (c) for corresponding dollar amounts):

						Three Months Ended March 31,
						2024						2023
Diluted earnings (loss) per share as reported						$	(0.77)					$	(0.16)
EBIT adjustments total						1.53						0.40
Tax impact of EBIT adjustments and other tax items						(0.22)						(0.02)
Fees paid on Term Loan B modifications						0.01						—
Premium paid on repurchase of debt						—						0.07
Write off of deferred financing costs upon repurchase of debt						—						0.04
Impact of adjustments on noncontrolling interests						(0.01)						(0.01)
Adjusted diluted earnings per share						$	0.54					$	0.32

(f) Adjusted equity income

The following table reconciles equity income to adjusted equity income:

						Three Months Ended March 31,
(in millions)						2024						2023
Equity income						$	18					$	4
Equity income adjustments:
Impairment of interests in nonconsolidated partially owned affiliates						—						7
Purchase accounting amortization						1						1
Equity income adjustments total						1						8
Adjusted equity income						$	19					$	12

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Appendix

Page 10

(g) Adjusted interest expense

The following table reconciles net financing charges to adjusted net financing charges:

						Three Months Ended March 31,
(in millions)						2024						2023
Net financing charges						$	47					$	59
Interest expense adjustments:
Premium paid on repurchase of debt						—						(7)
Write off of deferred financing costs upon repurchase of debt						—						(4)
Fees paid on Term Loan B modifications						(1)						—
Interest expense adjustments total						(1)						(11)
Adjusted net financing charges						$	46					$	48

(h) Free cash flow

The following table reconciles cash from operating activities to free cash flow:

						Three Months Ended March 31,												Six Months Ended March 31,
(in millions)						2024						2023						2024						2023
Operating cash flow						$	81					$	126					$	122					$	170
Capital expenditures						(69)						(56)						(124)						(117)
Free cash flow						$	12					$	70					$	(2)					$	53

The following table reconciles adjusted EBITDA to free cash flow:

						Three Months Ended March 31,												Six Months Ended March 31,
(in millions)						2024						2023						2024						2023
Adjusted EBITDA						$	227					$	215					$	443					$	427
Adjusted equity income						(19)						(12)						(44)						(39)
Dividend						5						1						21						13
Restructuring (cash)						(11)						(10)						(21)						(40)
Net customer tooling						19						(23)						2						(37)
Trade working capital (Net AR/AP + Inventory)						(76)						(14)						35						32
Accrued compensation						14						38						(50)						10
Interest paid						(37)						(64)						(97)						(88)
Tax refund/taxes paid						(28)						(29)						(52)						(49)
Non-income related taxes (VAT)						7						27						(21)						8
Commercial settlements						(24)						45						(8)						28
Capitalized engineering						6						(9)						(11)						(34)
Prepaids						(2)						(1)						(21)						(25)
Other						—						(38)						(54)						(36)
Operating cash flow						81						126						122						170
Capital expenditures						(69)						(56)						(124)						(117)
Free cash flow						$	12					$	70					$	(2)					$	53

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Appendix

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(i) & (j) Net debt and net leverage ratio

The following table presents calculations of net debt and net leverage ratio:

						March 31,						September 30,
(in millions)						2024						2023
Numerator:
Short-term debt						$	—					$	2
Current portion of long-term debt						134						132
Long-term debt						2,401						2,401
Total debt						2,535						2,535
Less: cash and cash equivalents						(905)						(1,110)
Net debt						$	1,630					$	1,425
Denominator:
Adjusted EBITDA - last four quarters
Q1 2023						na						212
Q2 2023						na						215
Q3 2023						276						276
Q4 2023						235						235
Q1 2024						216						na
Q2 2024 - see table (a) & (b)						227						na
Last four quarters						$	954					$	938
Net leverage ratio						1.71						1.52

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Appendix

Page 12

Footnote Addendum

(1) Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal and corporate finance.

(2) Reflects restructuring charges for costs that are probable and reasonably estimable and one-time asset impairments related

to restructuring activities.

(3) Reflects amortization of intangible assets including those related to partially owned affiliates recorded within equity income.

(4) Reflects restructuring-related charges for costs that are recorded as incurred or as earned and other non-recurring impacts that are directly attributable to restructuring activities.

(5) Other items include:

						Three Months Ended March 31,
(in millions)						2024						2023
Transaction costs						$	—					$	(1)
Brazil indirect tax recoveries						1						1
						$	1					$	—

(6) The three months ended March 31, 2023 reflects $4 million and $3 million of non-recurring impairment to certain of Adient's investments in nonconsolidated partially-owned affiliates in Asia and EMEA, respectively.

(7) Reflects the impact of adjustments, primarily purchase accounting amortization on noncontrolling interests.